If sole proprietorship:

<NAME OF PERSON>, doing business under the name and style of <NAME OF SOLE PROPRIETORSHIP> with address at _______________________________, duly represented by its authorized signatories (hereinafter referred to as “MERCHANT");

If partnership/ corporation/ one person corporation etc.:

_______________________________, a non-individual, duly organized and existing under and by virtue of the laws of the Republic of the Philippines with principal office at _______________________________, duly represented by its authorized signatories (hereinafter referred to as “MERCHANT");

and

SECURITY BANK CORPORATION, a universal banking corporation duly organized and existing under and the laws of the Republic of the Philippines, with principal office at Security Bank Centre, 6776 Ayala Avenue, Makati City, Metro Manila, duly represented herein by its authorized signatories, (hereinafter referred to as the “BANK" or “SBC");

and

MAGPIE.IM INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with principal office at 3F Valero Plaza Condominium Valero Street, Bel-Air, Makati City duly represented by its authorized signatories (hereinafter referred to as “MAGPIE").

(hereinafter referred to each a "Party" and collectively, the "Parties")

RECITALS:

1. The MERCHANT, recognizing the necessity and expediency of adopting measures for better and effective management of its resources, has decided to avail of the services of the BANK in facilitating the payment collections solutions to its Clients through the Security Bank Collect (LinkCollect and WebCollect);

2.The BANK is willing to extend the aforementioned services to the MERCHANT, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions herein contained, the MECHANT and BANK hereby agree as follows:

1. TERMS

The following terms used in this Agreement shall have the following meanings:

1.1 PAYMENT CHANNELS shall refer to the mode of payments including but not limited to Security Bank Debit and Credit Mastercard, Visa, Mastercard, UnionPay, GCash, Maya, Alipay and WeChatPay to the Seller/ Merchant.

1.2 SECURITY BANK COLLECT (LINKCOLLECT AND WEBCOLLECT) (DIGITAL PAYMENT LINK) (POWERED BY MAGPIE) FACILITY or SECURITY BANK COLLECT or Service shall refer to an online facility wherein through LINKCOLLECT, the MERCHANT can collect payments from its Buyers through the generation of a payment link to complete payment by the Payors to the Merchant manually sending through social media and other online platforms, and through WEBCOLLECT, the MERCHANT can collect cards and e-wallet payments from their buyers using their Company Website through payment gateway API integration.

1.3 MERCHANT shall refer to the client of the SECURITY BANK COLLECT.

1.4 CLIENT/BUYER/ PAYORSshall refer to customers, dealers, distributors, trading partners, etc. that make payments in favor of the MERCHANT acting as biller of the Payor.

1.5 COLLECTION ACCOUNT, SOURCE ACCOUNT, OR COLLECTIVELY, ACCOUNTS shall refer to the Security Bank BusinessPlus Account enrolled by the MERCHANT or Payor, respectively. The Collection Accounts of the MERCHANT shall be where all payments made by Payors shall be credited. Funding Accounts of the Payor, if applicable, shall be where duly authorized Instructions shall be debited for the purpose of payment.

1.6 PAYOUT FEE OR SERVICE FEE OR MERCHANT DISCOUNT RATE (MDR) shall refer to the fee for the use of the Facility that is payable to the Bank.

2. NON-SOLICITATION

During the Term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, each party agrees that:

2.1 The Accounts described in Section 1.5 of MAGPIE and the MERCHANT shall be exclusively opened and maintained with Security Bank Corporation.

2.2 MAGPIE shall not directly or through its subsidiaries or parent companies induce or attempt to induce the MERCHANT to change the above Accounts from Security Bank Corporation to any other party in the same business/industry as SBC.

3. SECURITY BANK COLLECT (LINKCOLLECT AND WEBCOLLECT) (DIGITAL PAYMENT LINK) (POWERED BY MAGPIE)

3.1 SBC is the settlement bank of MAGPIE. SBC shall be the acquirer of the Payment Transactions of the MERCHANT while MAGPIE shall act as the Payment Facilitator of SBC. MAGPIE shall process online payments and support Security Bank Collect. MAGPIE shall be responsible for making Security Bank Collect available to the MERCHANT for accepting payment from its customers for the sale of the latter’s goods and services.

3.2 SBC shall be deemed the acquirer of the Payment Transactions of the MERCANT and must process the payment transactions through MAGPIE.

3.3 The MERCHANT shall observe all the standard procedures for payment acceptance, processing and completion of transaction, risk prevention and management, completion of transaction and settlement as provided under this Agreement.

3.4 The MERCHANT undertakes to share the information obtained from the Security Bank Collect. The same must be used as reference for processing and completing Security Bank Collect Transaction by MAGIE or perform any obligation under this Agreement.

3.5 The MERCHANT shall comply with the leveling and upgrading procedures under this Section. The starting level of all accounts is Bronze Level at the lowest level until Diamond at the highest level, which shall be updated on a weekly basis. (Week 1 – Bronze to Silver, Week 2 – Silver to Gold, Week 3 Gold to Platinum and Week 3 Platinum to Diamond). The account upgrading request shall be initiated by the customer after each weekly pay-out.

To qualify for the account upgrading for each week, the account must be able to successfully collect/ receive payments from both

• Cards – Visa or Mastercard, AND;
• eWallets – GCash, Maya, Alipay, WeChatPay and UnionPay

For the upgrades from Silver until Platinum, the MERCHANT needs to submit Sales Invoice (SI) or Delivery Receipts (DR) or Official Receipts (OR) for the past three (3) months reflecting the transaction range as an additional requirement:

3.6 The MERCHANT should send a request along with the necessary documents to SBC CCU at BBSCustomerCare@securitybank.com.ph on any account upgrading.

4. MAGPIE SERVICES AND MERCHANT WARRANTIES

4.1 MAGPIE shall perform merchant settlements, transaction accounting, solution development and fraud prevention screening, customer servicing related to the platform or payment system and other related services for the MERCHANT.

4.2 MAGPIE shall also conduct the following training and orientation:

4.2.1 Merchant payment acceptance and processing orientation; and

4.2.2 Training on applicable rules and regulations, fraud prevention and management, chargeback prevention, handling and thresholds, other card-not-present transaction procedures and best practices to the MERCHANT.

4.3 MERCHANT shall ensure that its authorized personnel will attend all of the above training and orientation conducted by MAGPIE. The personnel who attended the training or orientation shall cascade or share the information to other personnel tasked to handle Payment Transactions or perform any obligation under this Agreement.

4.4 The MERCHANT shall be held solely liable for any and all claims, liabilities, actions, or proceedings that the Payors or third parties may file arising out of, or as a consequence of the implementation of any of the terms and conditions of this Agreement. MAGPIE and SBC shall not be considered as a party to the contract of sale or services between the MERCHANT and its customers/clients.

4.5 MERCHANT undertakes to submit the Merchant Orientation Certificate upon request of SBC or MAGPIE.

4.6 MERCHANT undertakes to comply with the Merchant Operation Guide and other rules and regulations of SBC and MAGPIE in relation to its affiliation with SBC.

5. ACCEPTANCE OF PAYMENT

5.1 The MERCHANT shall allow the Payors to purchase goods or services on credit using the payment channels without any discrimination. No maximum or minimum amount requirement shall be imposed for any instructions, and based on the Account Leveling in 3.5.

5.2 The payment instructions coursed through the Security Bank Collect shall be processed using the BANK’s operational procedures. The responsibility of verifying the validity and authenticity of the transaction and the true and full identity of the purported Payor shall rest with the MERCHANT. The BANK shall only be responsible for validating the validity, expiry date and/or existence of the Source Account and availability of the credit limit or funds thereof at the time of the Payment Transaction.

5.3 For QR Code Payment transactions (whenever applicable), the MERCHANT shall similarly be responsible in providing the QR Code generated for processing Payment Transactions.

5.4 The MERCHANT shall hold the BANK free and harmless from all losses, claims or liability arising from any dispute relating to the title, ownership or possession over the merchandise/service or the quality of workmanship thereof between the MERCHANT and the Payor.

5.5 Payment Transactions from Source Account bearing the Visa and Mastercard logos shall be processed through Security Bank Collect unless otherwise advised by SBC.

5.6 Payment Transactions shall be subject to prior authorization by the Payor and electronically processed by SBC through the Security Bank Collect facility. The Payor shall ensure that there are sufficient funds in the Funding Account prior to approving/submitting the transaction. SBC shall not be liable for failed payments due to insufficient funds. Any instruction using Security Bank Accounts shall be governed by the Terms and Conditions and documentary requirements of such Accounts.

6. SECURITY BANK WEBCOLLECT (ONLINE PORTAL) (PAYMENT GATEWAY)

6.1 As may be deemed necessary under this Agreement, the MERCHANT may apply and integrate with SECURITY BANK WEBCOLLECT or develop an Online Portal for e-commerce transactions, which may be web-based and which shall be linked to Security Bank Web Collect of Security Bank Corporation.

6.2 Security Bank WebCollect shall be compliant with all authentication and security protocols of the Payment Channels as described in this Agreement, which shall be provided by MAGPIE and may be amended and supplemented upon notice to the Client.

6.3 The MERCHANT shall be bound by the procedures and guidelines that may be issued by MAGPIE from time to time pursuant to this Agreement. MERCHANT agrees that the Security Bank WebCollect will be used solely for the website, products, and services as defined therein. Violation of such guidelines and procedures shall be a ground for the suspension or termination of this Agreement.

6.4 The MERCHANT undertakes to follow, comply with and fulfill all and any of the Security Recommendations for fraud and risk prevention reasonably made to the MERCHANT by MAGPIE BANK or in connection with the provisions of the Service (provided the written communication of these Security Recommendations clearly requests that the Client must comply)

6.5 The MERCHANT consents and authorizes the BANK, MAGPIE, its regulator, the Payment Channel Operators, and their respective authorized service providers to conduct periodic spot-check of all application forms and other related documents submitted by the MERCHANT. The MERCHANT further agrees, upon request of the BANK, to provide the latter with other relevant documents deemed necessary by the BANK to accomplish its periodic spot checks.

6.6 The BANK shall not be obliged to reimburse transactions which have not been immediately settled or categorized by the Payment Channel Operators as Late Presentment. Settlement shall solely be based on system-generated reports of the BANK.

6.7 The MERCHANT shall set up a comprehensive policy on credits, refunds, and cancellations including a time frame of no more than five (5) days to execute such valid requests.

6.8 The MERCHANT shall need to integrate with the available APIs and website plug-ins of MAGPIE that is compliant to MAGPIE’s security standard. The MERCHANT’S Online Portal shall be linked to the Security Bank Collect Gateway and should be able to generate payment links for processing payments via Security Bank Collect. The Online Portal must contain and clearly state MERCHANT’s customer information, the following details as a minimum:

a) Complete description of goods and services (such as voltage requirements, product brand, measurement, weight, clothing size etc.);

b) Customer service contact information such as: email addresses, telephone numbers, business addresses (including country code toll-free and non-toll-free numbers, facsimile numbers);

c) Country of domicile and applicable transaction currency;

d) Comprehensive Return and Refund Policy;

e) Comprehensive Cancellation Policy;

f) Comprehensive Delivery Policy;

g) Address of MERCHANT where it is officially registered and located;

h) Statement on Security Controls;

i) Privacy Statement;

j) Marketing email message policy; and

k) Such other information as may be required by SBC.

6.9 The MERCHANT’s Online Channel (WEBCOLLECT) should comply with the following eCommerce authentication protocols as mandated by Visa International, Mastercard International, UnionPay International, Bancnet, WeChat, Alipay, GCash, GrabPay and operators of digital/mobile payment system:

a) Verified-By-Visa® (3D Secure®) for all Visa transactions;

b) Mastercard Secure Code® for all Mastercard transactions;

c) SecurePay and/or ExpressPay for all UnionPay transactions; and

d) Such other e-Commerce authentication protocols and standards as may be prescribed by other Account Brands (collectively “Authentication Protocols and Standards").

6.10 MERCHANT agrees to display and shall display the respective Authentication Protocol logos of the Account Brands on its Online Channel as a compliance requirement. Further, MERCHANT agrees to maintain continuous compliance, in all respects, with all policies, obligations and requirements applicable to specific Authentication Protocols and Standards, as the same may be amended or supplemented from time to time.

6.11 MERCHANT unconditionally agrees to maintain continuous compliance, in all respect, with SBC, Visa International, Mastercard, International, American Express, JCB International, Diners Club International, Discover, UnionPay International, Bancnet, WeChat, Alipay, GCash, GrabPay and any other Account Brands and operators of digital/mobile payment system to be added in the future and Payment Card Industry's Data Security Standard's (PCI DSS), Payment Application Data Security Standards (PA DSS) rules and regulations on internet / e-commerce including but not limited to transaction processing and merchant affiliation. In the event MERCHANT is required by SBC, PCI DSS, PA DSS, Bangko Sentral ng Pilipinas (BSP) or any other concerned government office or Account Brands, to undergo OnSite Review, Network Scan or any activity related to compliance, MERCHANT agrees to do so within the specified time frame provided by SBC, PCI-DSS, PA DSS, Bangko Sentral ng Pilipinas (BSP) or any other concerned government office or any Account Brand. Any costs or expenses, fees, taxes, assessments of whatever kind and nature, which may be required or incurred for the On-Site Review, Network Scan and all other related activities and requirements including the review conducted for or by the MERCHANT and its network and site shall be for the sole account of and paid for by MERCHANT.

7. ACCOUNT BRAND REGULATIONS/ TRADEMARKS

7.1 The Parties agree that Visa, Verified by Visa, 3D Secure Mastercard, Mastercard Secure Code, UnionPay International, Bancnet, WeChat, Alipay, GCash and Maya Bank trademarks and the corresponding logo types are the intellectual properties of Visa International, Mastercard International UnionPay International, Bancnet, WeChat, Alipay, GCash and Maya Bank, respectively.

7.2 The MERCHANT acknowledges and agrees that the trademarks of SBC and the corresponding logo type and the Security Bank Collect are the properties of SBC. MERCHANT also acknowledges that the trademarks of MAGPIE and its corresponding logos are owned by MAGPIE.

7.3 The MERCHANT shall not use the logo, trademark or service mark of SBC or MAGPIE without the latter’s prior written consent. Notwithstanding the consent given, nothing in this agreement shall imply that SBC, MAGPIE, Visa International, Mastercard International, UnionPay International, Bancnet, WeChat, Alipay, GCash and Maya Bank and operators of digital/mobile payment system and/or other digital/mobile payment system is endorsing, certifying, or guaranteeing the Merchant products and services

7.4 SBC reserves the right to disaffiliate the MERCHANT and terminate this Agreement if the MERCHANT violates any of the above Terms and Conditions, without prejudice to other legal remedies to which SBC may be entitled to under the law and/or Account Brand rules and regulations.

8. FEE STRUCTURE

8.1 The BANK agrees to reimburse the MERCHANT for all valid charges incurred by the Payors at face amount of the charges at a Merchant Discount Rate (“MDR”) which shall be based on the transaction amount, charges, payout fee and charges of the payment channels. The reimbursement shall be net of taxes, refunds chargeback adjustments, reversal, and penalties.

8.2 The BANK shall show a fee structure to the MERCHANT (refer to Section 11), which contains the Merchant Discount Rate (MDR) or Payout Fee which shall be deemed an integral part of this Agreement.

8.3 The BANK shall conduct periodic review and assessment of the MERCHANT’s use of the service and volume of the transactions on whether to continue or discontinue with the arrangement or to adjust the MDR as defined in this section.

9. MODE OF PAYMENT

9.1 The BANK, through MAGPIE shall pay the MERCHANT the net value of the collections (less Merchant Discount Rate or MDR) within three (3) banking days from date of receipt of payments from the payors (with paid status). MAGPIE shall credit the amount to the designated settlement account of the MERCHANT.

9.2 Payment transactions shall be settled daily up to end-of-day cut-off time of 12:00 o’clock midnight Manila, Philippine Time (GMT+8) which shall be posted as transactions of that day. Any transaction received by the Bank after the cut-off time shall be considered as a transaction of the next day.

9.3The MERCHANT shall notify the BANK of any issue or discrepancy on the above payment within five (5) banking days from its receipt of payment from the BANK at the end of the cut-off date. If the MERCHANT fails to give this notice for any reason whatsoever, the above payment shall be deemed conclusive and binding upon the MERCHANT.

9.4 It is the sole responsibility of the Payor to ensure its obligations in its relationship with the MERCHANT are settled, and payments to the MERCHANT are made before the agreed due date between the Payor and the Client. The BANK shall not accept payments from Payors if the Payment Channels are off-line and/or under maintenance or enhancement.

9.5 For instructions initiated by the MERCHANT, the MERCHANT hereby warrants the correctness of the details, data, and information in the online form submitted to the BANK. Any error discovered therein, or which results therefrom in the course of the BANK’s performance of its obligations under this Agreement shall automatically be attributable to the Client’s alone and shall remain its sole liability. The BANK shall not be held liable for fees, penalties and surcharges, disconnection, and/or disruption of work, etc. that is due to the incorrect information in the online form.

10. DISPUTED TRANSACTIONS

10.1 The MERCHANT shall be held solely liable for any and all claims, liabilities, actions, or proceedings which the Payors, other clients or third parties may file arising out of, or as a consequence of the implementation of any of the terms and conditions of this Agreement. The BANK or MAGPIE shall not be liable or responsible for any loss incurred or damage suffered by the MERCHANT by reason or as a consequence of: (i) the MERCHANT’s misuse of the Security Bank Collect Facility; (ii) incomplete, inaccurate or incorrect information provided by the MERCHANT to the BANK; and (iii) fraud or misrepresentation on the part of the MERCHANT, its employees and/or representatives or third parties.

10.2 Any deficiency in the payments made by a MERCHANT, any complaints or disputes on the obligations, billings, or agreement between the MERCHANT and the Payor shall be settled solely between the MERCHANT and the Payor. The BANK or MAGPIE shall not be responsible for monitoring or reconciling the payments of the MERCHANT and the Payor.

10.3 For avoidance of doubt, the BANK agrees to entertain complaints provided that such complaint/s was/were received within thirty (30) calendar days from transaction date.

10.4 In the event that the invoices presented for payment by the MERCHANT are rejected by BANK for any chargeback or breach of any of the terms of this Agreement the BANK shall cease to have any liability to the MERCHANT with respect thereto. The MERCHANT shall bear the risk and cost of collection of said charges

11. MERCHANT DISCOUNT RATE AND FEES

11.1 MAGPIE shall settle all valid Payment Collection Transactions successfully processed by MERCHANT for a discount rate (Merchant Discount Rate "MDR”) or Transaction Fees computed from the face value of the Payment Transactions and transaction fee.

MAGPIE and SBC shall be entitled to the MDR Rates as follows:

11.2 The above settlement to the MERCHANT shall be net of the MDR (Merchant Discount Rate) or transaction fees and Creditable Withholding Tax (CWT), refunds, chargeback, adjustments or reversals, or penalties, as accepted in the terms and conditions set forth in this terms and conditions

• Any payment due to the MERCHANT coursed through Security Bank Collect may be subject to Creditable Withholding TAX (CWT) under applicable laws and regulations. The CWT therein shall be debited by MAGPIE from the MERCHANT’s net collections (less MDR).
• MAGPIE shall provide BIR Form No. 2307 upon MERCHANT’s request which shall be sent to the email provided by the MERCHANT or its authorized representatives as evidence of the withholding of the CWT. In the event of dispute/ discrepancies in tax computation, MAGPIE shall make necessary adjustments for the succeeding month in the CWT generation. MAGPIE shall provide a breakdown or summary of the CWT computation upon request of the MERCHANT. The original hard copy of the BIR Form No. 2307 shall be provided to the MERCHANT upon request.

11.3 The MERCHANT shall be obligated to pay the BANK and MAGPIE an MDR or transaction fee for each Payment Collection Transactions. Where applicable, the MERCHANT shall be charged other fees, such as but not limited to a one-time integration fee/s for Security Bank WebCollect.

11.4 The Net Collections shall be deposited by MAGPIE to the nominated bank account of the MERCHANT within three (3) banking days or any other period as may be agreed upon in the Security Bank Collect Application Form or as may be later agreed upon in writing. For purposes of this Agreement, Settlement shall mean the bank’s receipt of the system generated file of approved Payment Transactions of the MERCHANT.

11.5 Any and all instructions received by the BANK shall be valid and binding upon the MERCHANT and shall be acted upon by the BANK. Such instructions shall be deemed correct, complete, irrevocable, and binding on the MERCHANT upon receipt by the BANK. The MERCHANT hereby accepts full responsibility for all transactions executed via the Security Bank Collect, including the accuracy and completeness of the corresponding instructions.

11.6 The MERCHANT may request reconciliation of accounts to MAGPIE which shall be handled on a case-to-case basis.

11.7 It is the sole responsibility of the Payor to ensure its obligations in its relationship with the MERCHANT are settled, and payments to the MERCHANT are made before the agreed due date between the Payor and the MERCHANT. The BANK shall accept payment only for current accounts. The BANK shall not accept payments from Payors if Security Bank Collect is off-line and/or under maintenance or enhancement or are categorized by the Account Brands, networks, or operators of digital/mobile payment system as Late Presentment.

12.

12.1 In the event that MAGPIE has already paid the MERCHANT for transactions using the Security Bank Collect which are rejected for any of the reasons enumerated in the preceding sections, breach of any term of this agreement, in case of fraud or mistake in the payment of the transactions, or valid chargeback requests by the Payor, the MERCHANT hereby authorizes the MAGPIE to chargeback the amount represented by the rejected transactions (MAGPIE shall deduct the amount of the valid chargeback request from the next collection settlement of the MERCHANT) if the MERCHANT fails to follow the prescribed processes or otherwise is in breach of any term and condition under this Agreement:

a) The prescribed Digital Payment Link is fictitious, fraudulent, overdue, or otherwise intended to obtain cash and not to facilitate collection of payments from a sale of service or product.

b) MERCHANT without making any purchases.

c) The prescribed Digital Payment Link issued does not appear to have been made and/or issued by the MERCHANT without exercising reasonable diligence and as required by the provisions of this Agreement in verifying the identity of the Payor. The following are encouraged for the MERCHANT to perform:

• For on-site: Ask for ID for all transactions to verify authenticity of credit card and keep proof of transactions such as Sales Invoice, Delivery Receipt and Official Receipt
• For off-site: Keep proof of transactions such as Sales Invoice, Delivery Receipt and Official Receipt

d) The MERCHANT or any of its employees is negligent or guilty of fraud or dishonesty in the performance of its obligation under this agreement.

e) If the charges are disputed by the Payor for unauthorized transactions or any reason.

f) MAny similar scheme or design to any of the situations enumerated above as may be deemed by SBC

12.2 SBC reserves the right to terminate or suspend Security Bank Collect under Section 14 of this Agreement when any of the foregoing events occur

12.3 The MDR shall not be credited back to the merchant in the event of a chargeback under this Section.

12.4 MAGPIE will charge P1,000.00 for each valid chargeback processed against the Merchant’s Account. Magpie will apply Chargeback fees assessed against the Merchant in the month immediately after the month in which the Chargebacks were processed. However, there will be no chargeback of P1,000.00 if the fault, error, or negligence is with MAGPIE.

13. EXCLUSIVITY

13.1 MAGPIE agrees not to offer Security Bank Collect or the Services described under this this Agreement to any other party in the same business/industry as SBC, nor shall MAGPIE induce or attempt to induce the MERCHANT to avail of similar products or services with said party.

14. LIMITATION ON LIABILITY

14.1 The Bank shall be liable only for its failure to act with good faith or to exercise reasonable care and skill, which shall be determined in accordance with the standards and practices of the banking industry.

14.2 The MERCHANT shall be held solely liable for any and all claims, liabilities, actions, or proceedings of the Payors, or third parties may file arising out of, or as a consequence of the implementation of any of the terms and conditions of this Agreement.

14.3 Any deficiency in the payments made by a Payor, any complaints or disputes on the obligations, billings, or agreement between the MERCHANT and the Payor shall be settled solely between the MERCHANT and the Payor. The Bank shall not be responsible for monitoring or reconciling the payments of the MERCHANT and the Payor

14.4 The MERCHANT authorizes the Bank to act upon any instructions emanating from the use of the Security Bank Collect. Any and all instructions received by the Bank shall be valid and binding upon the MERCHANT and shall be acted upon by the Bank. Such instructions shall be deemed correct, complete, irrevocable, and binding on the MERCHANT upon receipt by the Bank. The MERCHANT hereby accepts full responsibility for all transactions executed via Security Bank Collect, including the accuracy and completeness of the corresponding instructions

14.5 The Bank shall not be liable for action or inaction upon such Digital Payment Link sent, nor shall it be obliged to verify the accuracy and completeness of Security Bank Collect Transactions, or to investigate the authenticity or authority of the persons effecting the transactions. Such transactions shall be deemed correct, complete, irrevocable, and binding on the MERCHANT upon receipt by Security Bank. The MERCHANT hereby accepts full responsibility for all transactions executed via the Security Bank Collect and in particular, in ensuring the accuracy and completeness of the instructions.

14.6 The Bank shall not be liable for any and all claims, charges or action arising from or relating to any of the following:

a) Insufficiency of funds in the Account(s) of the Payor to affect a transfer or payment using the Security Bank Collect;

b) Account(s) of the MERCHANT or Payor is/are closed or put on hold;

c) Garnishment of the MERCHANT or Payor’s Account(s), or other such order(s) prohibiting withdrawals therefrom issued by any court or other competent authority;

d) Incomplete, inaccurate, or incorrect transaction information provided by the Payor or MERCHANT;

e) Payments made for past due or overdue accounts of the Payor;

f) Improper or incorrect use of the Security Bank Collect;

g) Fraud or misrepresentation on the part of the MERCHANT and the Payor, its employees and/or representatives which shall include social engineering and phishing. For the avoidance of doubt, any liability arising out of this provision shall be the responsibility of the MERCHANT and the Payor

h) Other circumstances beyond the reasonable control of the Bank which prevent rendition of services required, such as but not limited to fire, flood, typhoon, earthquake, improper handling or transmission of payment by a third party, and the like.

14.7 Subject to the provisions herein, should a court or other competent authority find the Bank to be liable for any act or omission for any reason whatsoever, the Bank’s liability shall be limited to the amount of the relevant transaction or the MERCHANT’s actual damage, whichever is lesser. The Bank shall not be liable to the MERCHANT for any indirect, special or consequential loss or damages arising in any way from this Agreement or the use of the Security Bank Collect.

15. MATERIAL DEVELOPMENTS

15.1 In the event the MERCHANT decides to dispose of or discontinue its business, the BANK shall be given at least sixty (60) days prior written notice thereof.

15.2 The MERCHANT shall immediately notify the BANK of any changes or developments which may have a material impact on the BANK or its systems or the MERCHANT’s ability to meet its obligations under this Agreement including liquidation but not limited to any findings made by its internal or external auditors or any adverse legal actions filed against it, or any change of ownership, assignment, attachment of assets, insolvency, or receivership insolvency, bankruptcy, dissolution, liquidation, closure of business and other analogous cases.

15.3 The BANK reserves the right to suspend or pre-terminate this Agreement with immediate effect once the foregoing incidents occur. The exercise of this remedy is without prejudice to the other rights and remedies available to the BANK under this Agreement and existing provisions of law, including but not limited to filing a Complaint or Notice of Claim for damages before any competent court, whenever applicable.

16. TERMINATION OR SUSPENSION

16.1 This Agreement shall take effect immediately upon execution, but the BANK shall be given sufficient time to implement the arrangement.

16.2 The BANK reserves the right to restrict, withdraw, cancel, suspend, or terminate this Agreement and/or the MERCHANT’s use of the Security Bank Collect upon thirty (30) days prior written notice to the MERCHANT of such restriction, withdrawal, cancellation, suspension, or termination

16.3 Any violation of this Agreement including breach of the stipulated representations, warranties, guarantees and undertakings by the MERCHANT shall entitle the BANK to terminate the Agreement immediately without notice to the Bank and without prejudice to the other rights and remedies available to the Bank under this Agreement and existing provisions of law.

16.4 Unless otherwise stated, no amendment, modification, or waiver of this Agreement shall be effective unless in writing and duly executed by both the MERCHANT and the BANK.

17. EFFECTS OF TERMINATION

17.1 Upon termination of this Agreement for any reason, the MERCHANT shall return forthwith to SBC all unused charge invoices, promotional materials, and all posters, decals, or signs either posted or displayed within the MERCHANT’s premises and website identifying it as a member of Security Bank Collect. All of these shall be removed or deleted from file in order not to mislead or confuse SBC customers or the general public.

17.2 All fees, fines, penalties, chargebacks, and other obligations that may be imposed by SBC against the MERCHANT shall be immediately due and demandable. This is without prejudice to any and all rights that were vested or accrued prior to termination of this Agreement.

18. REVIEW OF USAGE

Utilization of Security Bank Collect and the Source Account in connection with the sale of goods and services of the MERCHANT via Security Bank Collect shall be subject to review by SBC and MAGPIE at any time, in terms of volume, subject to sixty (60) days prior written notice.

19. PRODUCTION OF RECORDS

MAGPIE and the MERCHANT shall promptly comply with SBC’s request to produce any and all records relating to the Security Bank Collect transactions between the MERCHANT and the Cardholder. For this purpose, MAGPIE and the MERCHANT agree to keep all documents and records for at least eighteen (18) months year from the transaction date.

20. MERCHANT CAMPAIGNS/ LOYALTY/ PROMOTIONAL PROGRAM

The MERCHANT shall participate in the marketing and promotion of SECURITY BANK COLLECT to the general public. Marketing and promotional materials shall include but are not limited to the use of banners, fliers and posters on the premises or website promoting the service. Both Parties may undertake the following activities in line with their respective internal policies on marketing and promotions.

21. DATA PRIVACY

21.1 To the extent that any of the data/information extended by one Party to the other Party and/or collected/processed by one Party on behalf of the other Party pursuant to this Agreement consists of personal data as defined in the Data Privacy Act of 2012, each Party agrees that it will not conduct itself, and will procure that its employees shall not conduct themselves, in such a manner as to cause the other Party to be in breach of its obligations (as a “data user”) under the Data Privacy Act

21.2 Each Party shall ensure that all information, whether personal data or otherwise, relating to the other Party are obtained lawfully and protected in compliance with the requirements of all legislation in force from time to time, including, without limitation, the Philippines’ Data Privacy Act of 2012 and its Implementing Rules and Regulations. It further undertakes to comply with the relevant obligations under the Data Privacy Act of 2012, its Implementing Rules and Regulations, and other applicable laws.

22. INTELLECTUAL PROPERTY AND OWNERSHIP

22.1 The BANK retains exclusive rights and ownership over the business applications and processes, trademarks, service marks and copyrights (hereinafter collectively the “intellectual property”). The MERCHANT shall not, in any circumstances use, copy or deal with the intellectual property except as expressly authorized by the BANK. Such intellectual property can only be used by the MERCHANT with the prior written consent of the BANK in marketing, promotional or other materials, and shall at all times only be used for the purpose stated in this Agreement. The MERCHANT shall take all reasonable measures to protect the BANK’s rights/ownership thereof.

22.2 Upon termination or expiry (whichever comes earlier) of this Agreement, the MERCHANT shall cease all use of the BANK’s intellectual property, and any cost related or incidental to effecting the cessation of such use shall be borne by the MERCHANT. This Section shall survive the termination of this Agreement.

23. ANTI-CORRUPTION AND ANTI- BRIBERY

Each Party represents and warrants that it is aware and has not committed any violation of applicable anticorruption, anti-bribery and or any other related applicable laws and regulations in the jurisdiction where it operates and will remain in compliance with such laws and regulations during the term of this Agreement. Each Party further represents and warrants that it has not made, offered or authorized or will make, offer or authorize any payment, gift, promise or other advantage, whether directly or indirectly through any other person or entity, to or for the use or benefit of any government official or any entity or other person, where such payment, gift, promise or other advantage would violate the laws and regulations under this section.

24. COUNTERPARTS, ELECTRONIC COPIES AND SIGNATURES

24.1 SBC may agree, at its sole discretion, to have this Agreement executed in counterparts, each of which whether in paper, scanned or electronic form, whether signed manually and electronically, shall be deemed an original and all of which together shall constitute one original agreement, to the fullest extent allowed by law and the Rules of Evidence and the parties hereby waive any objection to the contrary.

24.2 It is understood that should SBC accept scanned or electronic copies of this Agreement and notices and correspondence, together with any electronic print-out or duplicate thereof made by SBC, and any electronic signature that may be contained therein, the same shall constitute final and conclusive evidence of said documents and may be admitted as evidence in a court of law. The failure to request or deliver the hard or paper originals shall not limit the legal effectiveness of being an original for any document or signature executed, signed, or delivered by electronic means

25. GENERAL PROVISIONS

25.1 The BANK shall not be liable for any delay in the transmission or receipt of funds due to circumstances beyond the BANK’s control, except those occasioned by the gross negligence or willful misconduct of the Bank and its authorized representatives.

25.2 The BANK shall not be under any duty to verify the (a) identity of the BUYERS or the PAYORS through the Security Bank Collect or the completeness of the same, (b) whether the instructions were actually issued by the MERCHANT or the PAYOR is actually the cardholder of the card being used for card present and not-present transaction, or (c) with its authority, knowledge, or consent. Such instructions shall be deemed correct, complete, irrevocable, and binding on the MERCHANT upon receipt by the BANK. The Client agrees to indemnify and hold the BANK harmless from and against all actions, proceedings, claims, demands, or any other Losses of any nature which the Bank may suffer, incur, or sustain as a consequence of accepting and/or acting on any such instructions.

25.3 This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof so that prior expressions, intent and understanding not incorporated herein are deemed abandoned. The BANK reserves the right to review the fees, terms, and conditions herein from time to time and make changes as it may see fit and implement such changes upon agreement of all the parties in writing

25.4 The Parties represent and warrant that: (i) their obligations will be performed in a professional and workmanlike manner and that none of it, nor any part of this Agreement is or will be inconsistent with any obligation each Party may have to others; (ii) they shall comply with all applicable national, and local laws, rules, and regulations and all applicable self-regulatory guidelines in the conduct of its business and in the performance of its obligations under this Agreement; and (iii) the Parties and their representatives have the legal personality and authority to enter and bind themselves to this Agreement

25.5 In case of any dispute or claims that may arise in relation to this Agreement, herein parties agree that all suits shall be filed in the exclusive courts of Makati City, to the exclusion of all other courts

25.6 In case of suit due to any breach or violation of any of the terms and conditions of this Agreement committed by the other, each party agrees to pay the aggrieved party an additional sum equivalent to 25% of the amount representing attorneys’ fees, exclusive of expenses of collection and cost of suit. Any legal ction arising from this Agreement shall be filed exclusively in the proper courts in Makati City

25.7 All taxes that may be imposed by the local or national government, due or incurred as an incident to, or as a consequence in the execution and performance of this Agreement shall be for the account of the MERCHANT.

25.8 Any delay or failure on the part of the party in asserting or enforcing its rights herein shall not be considered as waiver of such rights.

25.9 The Parties reserve the right to exercise all rights, actions, and privileges that it may have under any other applicable laws not embraced under the aforementioned paragraphs.